How does a tax-free reorganization under US IRC Section 368 or DACH UmwStG work: requirements and benefits?

Tax-free reorganizations defer tax if statutory requirements are met, such as qualifying legal form, continuity of ownership, business purpose, and holding-period rules. Benefits include reduced tax leakage and preservation of value. Costs include legal complexity, restrictions on consideration, and post-deal limitations. Always model tax basis and deferred tax effects carefully.